Robert Aspbury
CertaraAbout Robert Aspbury
Robert A. Aspbury, Ph.D., 53, is President of Certara Predictive Technologies (Simcyp/software) and has served in this role since January 2020 after joining Certara in April 2019 as Simcyp’s COO. He is a qualified chartered accountant with prior operating and P&L leadership roles at Covance/Labcorp across biosimilars and global clinical pharmacology, bringing a blend of scientific software, services, and finance expertise . Company performance context: 2024 revenue was $385.1 million (+9% YoY) with company-wide adjusted EBITDA achievement of $122.0 million; cumulative TSR since 12/31/2020 implies a $100 investment was worth $27.97 at 12/31/2024, underscoring mixed shareholder returns vs improving operations .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Certara (Simcyp) | Chief Operating Officer | Apr 2019–Dec 2019 | Operational leadership for Simcyp prior to elevation to division President . |
| Covance (Labcorp) | VP, Strategic Solutions, Biosimilars | Sep 2016–Mar 2019 | Commercial/strategy role in biosimilars within a global CRO platform . |
| Covance (Labcorp) | VP & General Manager, Global Clinical Pharmacology | Nov 2011–Aug 2016 | P&L/operations leadership across clinical pharmacology services . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | No public company directorships or disclosed external board roles | — | None disclosed in proxy . |
Fixed Compensation
| Item | 2023 | 2024 | YoY Change | Notes |
|---|---|---|---|---|
| Base Salary (USD) | $337,649 | $378,167 | +12.0% | Merit and market adjustment; paid in GBP, shown in USD at payment-date FX . |
| Target Annual Bonus (% of salary) | 55% | 55% | — | AIB Plan targets unchanged from 2023 . |
Performance Compensation
Annual Incentive Bonus (AIB) – 2024
- Plan metrics and weights: Adjusted EBITDA (80%), Revenue (20%); for division leaders, 80% of multiplier tied to division performance and 20% to company-wide results (Division Rate) .
- Payout: Aspbury’s applicable multiplier was 93.0% on a 55% target, producing $193,432 .
| Metric | Weight | Target | Actual | Payout Mechanics | Result for Aspbury |
|---|---|---|---|---|---|
| Adjusted EBITDA | 80% | Not disclosed | Company-wide achievement >90% threshold; business-unit tiering applied | Tiered scale; zero payout if <90% of target; blended in Division Rate | 93.0% multiplier applied (overall) |
| Revenue | 20% | Not disclosed | Considered in blended Division Rate | Tiered scale; blended with EBITDA | Included in 93.0% multiplier |
| Total Bonus | — | 55% of $378,167 = $207,992 | — | Target × Multiplier | $193,432 |
Long-Term Incentives (granted 2024)
- Structure: 60% PSUs, 40% RSUs; RSUs vest 1/3 annually over 3 years; PSUs over FY24–FY26 with revenue and adjusted EBITDA tranches, averaged annually, then modified ±20% by relative TSR; all PSUs forfeited if average adjusted EBITDA margin <20% over first two years .
| Grant Date | Instrument | Target/Units | Vesting | Performance Metrics |
|---|---|---|---|---|
| Apr 1, 2024 | RSUs | 30,381 | 1/3 on Apr 1 of 2025, 2026, 2027, subject to service | Time-based only. |
| Apr 1, 2024 | PSUs (target) | 45,571 | Earned/distributed after FY24–FY26 performance period | Two tranches: annual Revenue and Adjusted EBITDA; average “Weighted %” over period; rTSR modifier (±20%) vs peer group; forfeiture guardrail on <20% avg adj. EBITDA margin in first two years . |
Multi-year Compensation (NEO Summary – Aspbury)
| Year | Salary ($) | Equity Awards ($) | Non-Equity Incentive Plan ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | $378,167 | $1,415,897 | $193,432 | $29,770 (UK pension) | $2,017,266 |
| 2023 | $337,649 | $1,532,907 | $187,564 | $27,012 | $2,085,132 |
| 2022 | $305,496 | $1,154,286 | $185,382 | $27,209 | $1,672,373 |
Equity Ownership & Alignment
- Beneficial ownership: 323,022 shares (<1% of outstanding) as of March 28, 2025; includes shares acquirable within 60 days (26,626 RSUs; 7,082 PSUs) and 31,069 unvested restricted shares; shares outstanding 161,475,707 .
- Stock ownership guidelines: NEOs must hold 2× base salary; as of Feb 1, 2025, all covered persons, including NEOs, were in compliance .
- 2024 vesting activity: 114,682 shares vested (restricted stock, PSUs, RSUs), indicating meaningful equity realization during the year .
- Hedging/pledging: Hedging and short sales prohibited; pledging prohibited absent GC pre-clearance; no pledges disclosed for Aspbury .
Outstanding and Unvested Equity (as of Dec 31, 2024)
| Instrument | Units | Market/Payout Value ($) |
|---|---|---|
| Restricted Stock (time-based) | 31,069 | $330,885 |
| RSUs (time-based) | 54,732 | $582,896 |
| PSUs (target, performance-based) | 80,905 | $861,638 |
Notes on vesting schedules:
- Restricted stock from Aug 31, 2020 grant vests in 5 equal installments; final 31,069 shares vest Aug 31, 2025 (subject to service/terms) .
- RSUs from 2023 and 2024 grants vest 1/3 on April 1 of 2025, 2026, and 2027 (subject to service/terms) .
- PSUs from 2022–2024 grants settle after their respective 3-year performance periods; 2022 PSU cycle paid at a 27.3% weighted factor (Aspbury earned 7,082 shares) .
Employment Terms
- Agreement: Effective April 15, 2019; initial salary in GBP; initial target bonus up to 40% (company moved to AIB target 55% subsequently via program design) .
- Restrictive covenants: Perpetual confidentiality; non-compete during employment and 1 year post-termination; non-solicit of employees/customers during employment and 1 year post-termination .
- Severance/termination:
- Without cause / Good reason (general): Not entitled to severance cash; entitled to 6-month notice if terminated without cause .
- Change in Control (termination without cause or good reason, double-trigger): cash severance shown as $189,084; no pro‑rata bonus; accelerated equity vesting per award terms (see below) .
Change-in-Control (CIC) Treatment Summary (Aspbury)
| Element | CIC Termination Outcome |
|---|---|
| Cash severance | $189,084 |
| Pro‑rata bonus | None |
| RSUs | Full vesting of 2022, 2023, 2024 RSUs (aggregate value $582,896 at $10.65/share) |
| PSUs | Treated per Committee determination for CIC year and remaining years; distribution at end of period; illustrative value shown $645,042 (target basis) |
| Pre-IPO restricted stock | Vests upon termination by the Company without cause following a CIC |
| Health benefits | None specified for Aspbury |
Policy overlays:
- RSUs accelerate upon a termination other than for cause in connection with or within 12 months after a CIC (double‑trigger) .
- PSUs: Committee determines performance for CIC and remaining periods; paid at end of performance period; rTSR modifier applies; forfeiture guardrail if avg adjusted EBITDA margin <20% over first two performance years .
- Clawback: Dodd-Frank compliant policy adopted in 2023; 3-year lookback for restatements, applicable to incentive compensation received on/after Oct 2, 2023 .
Compensation Structure Analysis
- Mix shifts: Equity-heavy design persists (2024 LTI value ≈374% of salary; 60% PSUs), keeping most compensation at-risk and performance-linked .
- Cash compensation: 2024 base raised 12% on merit/market; target bonus held at 55% of salary; actual payout above target-basis due to a 93% multiplier, signaling resilient division results vs plan .
- Governance features: No excise tax gross-ups; minimal perquisites; independent compensation consultant (Meridian, engaged Nov 15, 2024; previously Korn Ferry); strong prohibition on hedging/pledging .
- Shareholder feedback: 2024 say‑on‑pay received 94.8% support; the committee retained the core design .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited or tightly pre-cleared; reduces alignment risk; no pledges reported for Aspbury .
- Option repricing: None indicated; options not currently granted under 2024 program .
- Related party transactions: None disclosed involving Aspbury .
- Retention risk: Limited cash severance (notice only) but substantial unvested RSUs/PSUs and an August 31, 2025 restricted stock vest likely support retention through key dates .
Equity Supply/Vesting Overhang (Potential Insider Selling Pressure)
- 2025: Final tranche of 31,069 restricted shares vests on Aug 31, 2025; plus RSU tranches on April 1, 2025 across 2023/2024 grants (subject to award terms; 2025 portion already occurred post year-end) .
- 2026–2027: RSU tranches vest on April 1, 2026 and April 1, 2027; PSU outcomes settle post FY26 contingent on performance and rTSR .
- 2024 realized vesting: 114,682 shares vested to Aspbury in 2024 (restricted stock, PSUs, RSUs), illustrating periodic liquidity creation; actual sales require Form 4 review (not disclosed in proxy) .
Compensation & Ownership Tables
AIB Bonus Calculation (2024)
| Base Salary | Target Bonus % | Target Bonus ($) | Applicable Multiplier | Bonus Paid ($) |
|---|---|---|---|---|
| $378,167 | 55% | $207,992 | 93.0% | $193,432 |
2024 LTI Grants
| Instrument | Units | Notes |
|---|---|---|
| RSUs | 30,381 | Vest 1/3 annually on Apr 1, 2025–2027 . |
| PSUs (target) | 45,571 | FY24–FY26 performance; revenue and adjusted EBITDA tranches; rTSR ±20%; forfeiture guardrail on margin . |
Outstanding Equity (12/31/2024)
| Type | Units | Value ($) |
|---|---|---|
| Restricted Stock | 31,069 | $330,885 |
| RSUs | 54,732 | $582,896 |
| PSUs (target) | 80,905 | $861,638 |
Beneficial Ownership (3/28/2025)
| Shares Owned | % of Outstanding |
|---|---|
| 323,022 | <1% |
Investment Implications
- Alignment: High equity mix (RSUs/PSUs), tight hedging/pledging prohibitions, and stock ownership guideline compliance point to solid alignment; strong committee governance and a 2023 clawback reduce downside governance risk .
- Retention: Despite limited cash severance, sizeable unvested equity with near/medium-term vesting (Apr 1 cycles; Aug 31, 2025 restricted stock) supports retention through key performance periods .
- Incentive quality: AIB and PSUs emphasize adjusted EBITDA and revenue with an rTSR overlay and a margin guardrail; this tilts payouts to operational delivery and relative market performance, appropriate for a software-and-services P&L owner .
- Trading signals: Periodic vesting (especially Apr 1 and Aug 31) can create technical supply; 2024 saw 114,682 vested shares for Aspbury, but actual selling (Form 4s) is not disclosed in the proxy—monitor future Form 4s around these dates for flow signals .
- Company context: While TSR has lagged peers since 2020, fundamentals improved in 2024 (9% revenue growth; adjusted EBITDA threshold met), suggesting incentive structures are pushing toward operating improvement even amid market multiple pressure .